Cats and Spiders Don't Mix
by Zidana123
Summary: A Peter x Felicia story set in the 1994 Animated Series universe (Earth-92131). What if Felicia tried just a little harder to discover Spider-Man's identity, and a certain pseudo-vampire had not been returned to the Big Apple? Divergent from Episode 6 of Season 4.
1. Chapter 1 - Cats and Spiders Don't Mix

**A/N: This fic is set in the 1994 Spider-Man Animated Series. It takes place in 1997, with the technology, timelines, and character backstories appropriate for the setting. Be forewarned: this may not be your comic book Spider-Man or Black Cat!.**

* * *

Felicia cupped Spider-Man's cheek, then slid her fingertips under the black fabric of her domino mask, careful not to cut herself on the razor-sharp talons in her gloves. "Why don't I take off my mask... and you take off yours?"

"Wait, we can't take off our masks!" Spider-Man objected, grasping her wrists.

"Why?" Felicia nearly groaned in frustration. First Spider said he wished he knew who she was behind her mask, then he tells her not to take it off? He could be such a tease! "We've got something special! Can't you feel it?"

"All the way to my toes," Spider-Man leaned against the wall behind him. "But we can't risk what might happen to our loved ones if our secret identities were discovered."

Felicia scoffed mentally. The Kingpin already knew full well who she was. Her father was off hiding God-knows-where from the fat crime boss and whoever else might want the Super Soldier formula locked away in his head. Her mother was under threat, as always, from that madman Otto Octavius. Michael Morbius had been transformed into a pseudo-vampire, and Jason Macendale was in prison after being exposed as the Hobgoblin!

 _'All my loved ones are already in danger. I suppose there's still Peter Parker, but...'_

Her relationship with Peter was troublesome at best. She liked him, she really did, and there was a time when she thought they might work out, but Peter was so flighty and irresponsible. She just never knew with him. One moment he was all caring and attentive and the next he would just be gone. Literally. For a while she thought his disappearing act was mysterious and it made her more attracted to him, but eventually she understood that he was just not boyfriend material.

 _'Peter's just a volunteer for the Hardy Foundation, along with hundreds of others. Nothing to tie him to me. I'm sure he'll be safe.'_

"Believe me," Spider-Man said. "The results can be devastating."

Spider-Man's dithering was reminding Felicia annoyingly of Peter. What happened to the Spider that had always been there to pluck her from the arms of danger?

"I thought you'd be different, Spider. But you're just like every other man in my life." She turned away and took a few steps down the ledge. "A big disappointment."

Spider-Man took her chin in his fingers gently turned her head to face him. "I AM sorry," he said, his tone sincere. "I... the last time someone found out who I am... someone very close to me paid the price. I can't take the risk."

Felicia blinked at Spider, his behavior over the past few weeks suddenly becoming clear. She watched as his shoulders hunched a little as he withdrew further into himself. Of all people she should have known what Spider was going through... but she was the type to look for closeness with others to deal with her grief. Spider-Man, as it seemed, was the complete opposite.

 _'It's no good to just stew in your own funk, Spider... what you need is a good hard kick in the pants!'_

Well, maybe not a kick in the pants exactly. Felicia gave Spider-Man a solid shove, and he reeled back a few steps. "Wha-?"

"You're it again, Spider!" Felicia fired a harpoon across the street, hooking a fire escape and swinging out into the New York night sky. "Our game of tag isn't over!"

"Cat, wait!" She heard Spider-Man call out from behind her as she landed on the fire escape and began to climb it hand over hand. She felt the metal of the escape shudder as Spider-Man latched onto the structure behind her, but a quick glance back showed he was gaining-and fast!

 _'That's no good.'_ She climbed faster, willing her muscles to greater effort and leaping up several floors at a time, but Spider was still getting closer. She spied a rooftop behind her and kicked off a rail, tucking into a somersault and landing in a crouch with her feet under her, and immediately took off in a dead sprint across the roof.

Run and leap and jump! Felicia delighted in the strength and agility of her newly enhanced body as she soared across the rooftops of the city. It was a freedom she had never dreamed could have existed before she became the Black Cat. Up ahead was a six-lane street, and she cleared it without a second thought, landing gracefully on the roof on the far side. She looked behind her. No sign of Spider-Man. Had she lost him?

 _'Was I too fast for poor little Spider? Should I go back and-'_

"Tag!" A red-gloved hand fell on her shoulder. "No tagbacks!"

Felicia spun around in pleasant surprise. Spider-Man was a few inches away, having somehow gotten ahead of her without her noticing. She had the impression he was grinning under his mask. "Didja miss me?" He asked.

"I did," She cooed, reaching out to ease the bottom of his mask past his smiling mouth and pulling him in for a kiss... but a shriek from the street below interrupted them before their lips could meet.

Spider-Man pulled his mask back down as they raced to the edge of the roof. There below them in the alley, a man was holding a gun on a middle-aged woman. Felicia clicked her tongue in disapproval.

A quick web-line and the mugger's pistol was flying from his grasp. As he gaped at his empty hand, Spider-Man dropped down on another web-line, dangling upside-down above the mugger's head. "Do you have a permit for that?" He asked.

"Wah!" The mugger yelped, turning and fleeing. But Felicia landed in front of him and grabbed him by the coller, lifting him bodily off the ground. He flailed and kicked ineffectively for a few seconds, then gave up and just went limp.

A few minutes later the mugger was swinging in a silken cocoon and Felicia and Spider-Man were back on the roof, watching as the woman wobbled away to find a phone to notify the police.

"So this is what stopping a mugging feels like," Felicia commented. "Fun!"

"Some days this job isn't so bad... but then there's the days when Allister Smythe tries to turn you into a baby," Spider-Man shrugged up at her from his squatting position on the edge of the roof.

"I'm glad he didn't succeed," Felicia gave Spider-Man an sideways glance. "Can't say I care much for younger men."

"Oh yeah? How old do you think I am?" Spider-Man huffed in mock outrage.

"At least forty, but not a day over fifty!"

"What? How do you figure that?" Now Spider's outrage sounded genuine.

"If I had to say, it's your posture. A dead giveaway for the geriatric set."

Spider-Man shot up to his full height. "What's wrong with my posture?"

"You're always slouching! Like an old man with a bad back!"

"I do not slouch! I keep my knees bent!" Spider-Man pointed to the spider logo emblazoned on his chest. "Like a spider!"

"I see..." Felicia reached out to trace the legs of the stylized spider, feeling the hard muscles beneath the thin material of the costume. Her hand travelled up his chest to pull up Spider's mask and reveal his mouth, and she leaned in to finish the kiss the mugger had interrupted earlier.

After a few moments with her lips pressed against his, she trailed her way across his cheek to his ear. She gave his earlobe an experimental nibble and heard his indrawn breath. "Spider..." she whispered softly into his ear.

"Yes?" He asked huskily.

"Tag."

Felicia laughed as she pushed Spider-Man away and took off across the rooftops again. And this time she was gratified to hear him laughing too as he came after her.

* * *

It wasn't until MUCH much later when she had parted ways with Spider and was back at home, showering off the sweat of her night's exertions, that she really started to think about what Spider-Man had said. Someone very close to him paid the price?

 _'Who could that be? And what happened, exactly?'_

She was once again struck by how little she really knew about Spider. It was a very unequitable state of affairs, when she came to it. He knew all sorts of things about her as Felicia Hardy: where she lived, her job (if the on-and-off work she did for the Hardy Foundation could be called a job), even her relationship to her father. But although she joked about it, she didn't even know how old he was!

She liked the idea that the Black Cat was as mysterious to Spider-Man as he was to her. It put them on a more even footing, so to speak. She used to think that getting Spider to willingly take off his mask for her was just a matter of time, but now after understanding where he was coming from, she wasn't so sure. What would happen when he DID find out she was secretly Felicia Hardy, as eventually he must? Wouldn't that put her back at square one?

 _'But there IS someone who knows Spider-Man, isn't there? Maybe not as well as I would like, but at least better than I do now...'_

The more she thought about it, the more sure she was. Yes, Peter Parker HAD to know Spider-Man pretty well, didn't he? There was that time when she had given him a note for the web-slinger, asking to meet at her home. She had expected it to take a few days, but Spider-Man had shown up that very night. Proof that Peter could contact Spider-Man at will.

 _'So I just need to get Peter to tell me all he knows!'_

* * *

Peter woke up feeling more refreshed than he had in months. He lay in bed for a moment, staring up at the ceiling. Had he really slept the whole night through, without waking with pounding heart and tangled limbs, the sight of Mary Jane falling still caught in his mind's eye?

As he brushed his teeth, he thought about the night before. When was the last time he'd had so much fun just slinging around the city? It must have been years ago, when he'd just gotten his powers and was flush with the newness of it all. Lately after the disappearance of MJ, it had all soured. The thrill of soaring among the buildings of New York was gone. But last night had felt like a return to the old days. For a moment he had forgotten all his troubles and simply enjoyed himself.

It was the Black Cat that had done it. She was new to the whole superhero thing and still enchanted with her powers, and her enthusiasm rubbed off on him. Being with her made it new again for him. He felt cautiously happy, but a little guilty at the same time. What exactly was his relationship with the Black Cat? What did he want it to be? He really enjoyed his time with her, looked forward to the next time he would see her. And there was something oddly familiar about her, something that made her feel like an old friend, even though he had only met her a few months ago. And he felt comfortable around her, despite her often standoffish attitude and her previous admission to being an agent of the Kingpin. Was it the beginnings of love? At the same time it felt... disloyal to think about other women, as if he was betraying the memory of Mary Jane.

 _'Is it time to move on? Should I try to accept that MJ's gone?'_

The worst part was not knowing, he thought, as he popped a pair of poptarts into the toaster. For days after his final battle with the Green Goblin he'd gone up and down the Hudson, checking the banks exhaustively, hoping against hope for a glimpse of Mary Jane's red hair. As time went on he'd started to fear finding her almost as much as hoped for it, because the red hair he was looking for would certainly be attached to a corpse...

But time dragged on with no Mary Jane. No body, dead or alive. She was just... gone. Months later, the possibility that she was still living was minute but now, but still, if only he could get some closure...

After his breakfast, Peter paid his customary morning visit to Anna Watson's home to see Aunt May. He endured his daily diatribe from Anna Watson, who, as usual, put the blame on him for Mary Jane's disappearance. He didn't like Anna Watson much; the woman had it out for him since day one, but he didn't have much he could say back to her, considering that she was right on this particular count. He left Anna Watson's house, feeling heavy-hearted again.

Back at his own place, he quickly changed into his Spider-Man costume and set off across the city towards the Hardy Foundation Youth Science Program where he worked weekends as a volunteer science teacher. The day job didn't pay anything, but he enjoyed the work. As he commuted spider-style, he hoped he wouldn't run into any trouble; the last thing he needed now was to end up late to work because Doc Ock or the Shocker decided to rip off a bank.

Luckily, no supervillains were up and about this morning, and he made it to the high school building that hosted the Youth Science Program without incident. He changed back into his street clothes in an alley and made his way to his classroom. Today the students were doing a chemistry lab, and as he was busy preparing reagent solutions, the door opened behind him. He turned his head to see a smiling Felicia Hardy.

"Mr. Parker!" Felicia greeted him enthusiastically. "Do you have any plans for after your class today?"

"Just gonna look at some lab notebooks," Peter replied. "Did you have something in mind?"

"As a matter of fact, I did! How does grabbing a bite to eat together sound to you?"

Peter blinked in surprise. He'd thought that whatever fling he'd had with Felicia was over years ago. "Uh," he said cautiously. "Is this a date?"

Felicia's smile widened. "If you want to call it that," she purred.

"Then, sure!"

"Wonderful!" Felicia said. "I'll see you in the lobby at twelve-thirty. I know the most delightful little cafe not far from here... you'll love it."

* * *

The cafe was just a few blocks away. It was a small place, with a few tables set up outside on the sidewalk. Although he had never been to Europe, somehow Peter found it very European. Felicia was right; he did love it.

They took a seat outside to enjoy the sunshine, and after they received their beverages and placed their orders, Felicia leaned across the table. "Haven't seen much of you lately, Peter. How's your day job? Still taking those pictures of Spider-Man?"

"Now and then," Peter said. Actually he'd been slacking off a little on the photography angle after MJ disappeared. "Not as many as before. I get the feeling Spider-Man wants to be left alone these days."

"Oh." Felicia sipped her drink. "Did something happen to him?"

"Not that I know of. It's not like he confides in me or anything." It wasn't exactly a topic Peter felt comfortable discussing. But discomfort aside, where was Felicia going with this?

"But you must know him pretty well, right?" Felicia continued. "At least well enough to pass on a note the very same day..."

Peter hid a grimace. That had been right after Norman Osborne became the Green Goblin. Felicia had slipped him a note to give to Spider-Man, asking to meet him. And fool that he was, he'd shown up at her place that very night!

 _'Great, so she figured out I have immediate access to Spider-Man. Can't get much more immediate than actually BEING Spider-Man, I guess. I KNEW I should have waited a few days!'_

"So what is it? Do you want me to pass along another note?" Peter asked, hoping it was something that simple.

"No, I was just wondering..." Felicia laced her fingers together and propped her chin on them. "How did you and Spider-Man meet, anyway?"

"Uh, it was a few years ago..." Had Felicia figured something out about his 'relationship' with the wall-crawler? Figuring she wouldn't be fobbed off by a few platitudes, Peter tried to sound nonchalant as he launched into his rehearsed cover story. "I had my camera with me, and just happened to take a picture of Spider-Man swinging around. Sold it to the Bugle, and the next day Spider-Man showed up at my window." Peter grinned, hoping it didn't look too fake. "I thought he was gonna kick my butt, cause Jameson didn't have the most flattering copy to go with my picture. But instead he asked me if I wanted to be his personal photographer!"

"I see," Felicia said. "So do you two talk much?"

"Not really." Peter thought about changing the subject. But Felicia was clearly trying to get information about Spider-Man, and maybe it would be better to find out how much she suspected or knew. "If I didn't know any better, I'd almost think you asked me out to lunch to get info on Spider-Man!" He said, trying to make it seem like a joke.

Felicia blew out a theatrical sigh. "I confess," she said, shaking head lightly, her golden locks shining brightly under the sun. "That was my master plan!"

"But you said it was a date!"

"I said you could CALL it a date."

Just then the waiter came with their food, giving Peter a few moments to think. Was Felicia trying to revive her romantic interest in Spider-Man? He couldn't have that. On the one hand he was already confused about the thing he had with the Black Cat. On the other, he was sure a relationship with Spider-Man would bring Felicia nothing but trouble.

"Listen, Felicia," he began as soon as the waiter was gone. "I really don't think it's a good idea for you to try and approach Spider-Man now. He's been a completely different person lately. I think he might be dangerous..."

"Why, Mr. Parker," Felicia raised a eyebrow at him, her tone mildly disdainful. "Could it be that you're jealous of Spider-Man?"

"Me? What? No! Never!" To show how much he wasn't jealous, Peter ate a forkful of his pasta. Boy, was that the wrong tack to take with Felicia. From his time dating her he should have known she wasn't the type to shy away from danger. If anything it seemed to attract her...

 _'Great, now I have to protect Felicia from herself!'_

"Actually, there is something new that happened with Spider-Man that I found out..." Peter said, as if just thinking of it.

That piqued Felicia's interest. "Oh?" She said eagerly.

"I saw him with a woman the other night." If Felicia knew Spider-Man was taken, she would back off, right?

"A woman?" Felicia didn't seem as concerned as Peter might have thought. "Who? What'd she look like?"

"No clue," Peter said. "I didn't get a good look, but I think she's the superhero type. She had white hair and was wearing a black bodysuit."

 _'Why's Felicia looking so smug?'_

"They seemed pretty close," he went on. Felicia's smug smile grew even wider. "You know... like... romantically."

"Do tell!"

"They... they were..." Peter felt himself blushing. But he'd come too far to stop now. "Making out. Alot."

 _'If that doesn't shatter her aspirations, I don't know what will!'_

Felicia continued to smile like a cat in cream, ruby lips smug and satisfied. The more he told her about Spider-Man's romantic pursuits, the more pleased she became. Peter had no idea what was going on anymore.

Abruptly, a deafening crash resounded down the street. Peter jumped up from his seat in alarm. Halfway down the block, a cloud of dust was billowing out of a shattered storefront. And in that cloud he glimpsed something moving. Something large and bright orange. Something that looked as if it was made of living rock.

He knew that... Thing. Even though he'd never seen him in person, he'd seen him enough times on the news to recognize him.

 _'Why is he here? Is he fighting someone in the building?'_

"Is that the Thing?" Felicia asked, also on her feet.

"Looks like it." Peter took Felicia by the shoulders. "Felicia, get to the car and get out of here. I'm going to see if I can help."

"Of course!" Felicia nodded. Peter released her shoulders and she ran away-but instead of going to the car, she vanished into the alley along the side of the restaurant.

 _'Where's she...'_ Peter shook his head to clear the cobwebs. At least Felicia was out of the way. He quickly ran into the alley on the other side of the building and pulled off his outer clothing. Underneath it he was still wearing his Spider-Man costume. It only took a few seconds to don his mask and gloves and he was ready.

He swung out of the alley on a webline. As he cleared its mouth, his eyes slid to the alley that Felicia had run into-just in time to see a black-clad figure emerge from the shadows.

 _'Black Cat? What's she doing here? She's- She's-!'_

Sudden recognition shot through him. The Cat was staring back at him, blue eyes wide. Her mouth opened at the same time his did.

"Peter?"

"Felicia?"

Chapter 1 End

* * *

 **A/N: Thank you for reading and hope you enjoyed!**

 **For those who may not be familiar with the 1994 TAS, Felicia Hardy's backstory was significantly altered from the comic book version. She and Gwen Stacy were combined into a new character, named Felicia Hardy, and introduced at the beginning of the series as Peter's established romantic interest. Then Mary Jane was introduced and there was a sort of love triangle for a while, with MJ eventually coming out on top until the writers decided to kill MJ off, which they did so... by having her fall from the bridge in the same way that Gwen Stacy did in the comics.**

 **I'm not sure why they chose to do it that way either. But suffice to say, MJ was out of the picture, and the series then teased a romantic subplot between Peter and Felicia, now the Black Cat. But that subplot only lasted for about four episode before Felicia ran off with Morbius and Blade, in order to fight vampires in Transylvania... And then MJ came back but it turned out she was a clone, cause it was the 90s and the Clone Saga was around this time and... Yeah, it was a weird series.**

 **I always thought it was a shame that the TAS didn't do more with the Peter x Felicia angle. I thought they had some really nice chemistry (even better than Peter X Mary Jane, at least in that series). So here's me trying my hand at doing a story with it.**

 **I initially thought about doing this story COMPLETELY in line with the TAS, which had been subject to heavy censoring by Fox. But I eventually decided against that. So for those of you wondering, yes, there will be guns that shoot bullets, there will be swearing, and people will be able to say the word 'kill.' And Morbius, if he does show up, will bite people and draining their blood instead of absorbing their plasma through weird little suckers in his hands.**

 **Updates on my writing progress for this and other stories can be found on my profile!**


	2. Ch 2 - Mountains and Melons Don't Mix

"Peter?"

Felicia stopped dead in her tracks as Spider-no, PETER-dropped down from his webline to land on the pavement, crouching on both feet and the outstretched fingers of one hand in a classic wall-crawler pose.

She couldn't see his face beneath the mask, but his shock was clear in every line of his body, stiff and tense without his customary grace. She felt much the same way, the liquid strength of her enhanced body all melted away as she stood there awkwardly, mid-stride.

Mentally, she was kicking herself all over New York. Seriously? How could she NOT have realized by now that Peter Parker was Spider-Man? All those sudden exits over the years? All the times he stood her up? All the times where he just spontaneously disappeared during a crisis?

 _'And most of all, always those bad explanations?'_

Peter straightened up and made his way slowly toward her. "Fe... Cat?" He said. "Now I understand. Your father gave the Kingpin the Super Soldier formula because you were in danger, didn't he? I was always wondering why he would do that. At the time I thought maybe you were just in hiding, like your mother..."

"Yeah," Felicia nodded. "That's how the fat man did it. If it weren't for me, father never would have given up the formula."

"I'm sorry," Peter apologized. "If I had known, I would've-"

"Hey, I'm NOT sorry," Felicia interrupted. "I wouldn't have it turn out any other way. I LIKE what I am now."

She was struggling to integrate her new knowledge of Peter Parker being the same person as Spider-Man into how she felt about the two men. Spider-Man was a hero, HER hero. Man of mystery that she was seriously jonesing for. Peter Parker was nice, funny, but also undependable, just an average guy that she'd left behind years ago. They were the same person. The same person. The ideas she had about the two clashed in her mind, and Spider-Man came out on top. The superhero persona was closer to the real man, she decided. Fickle Peter Parker was mostly a disguise to keep Spider-Man safe. That was how it had to be.

Another crash coming from the building down the street drew her attention. A fresh cloud of dust surged from the shattered storefront.

 _'Shit, can't get distracted!'_

"That's what I hate about this job," Peter complained jokingly. "You're always on somebody else's time!"

"Let's go!" Felicia fired a harpoon into a building and swung down the street, Peter swinging in after her. A moment later they were in front of the damaged building. The ground floor was taken up by a small grocery store. The front windows were smashed, and Felicia could see an absolute mess of food inside. There was no sign of the orange-colored hulk she'd glimpsed briefly earlier.

She started forward, but Peter's hand pulled her shoulder back. "Look," he said, pointing up.

Felicia looked. The building was four stories tall, and the top three floors appeared to be residences.

"If our friends in there keep rumbling around, this whole building might go," Peter said. "You help evacuate the residents, and I'll go say hi to whoever's in the store."

"Right," Felicia agreed, harpooning up the side of the building.

It wasn't until several minutes later, when she was urging a nervous-looking couple down the hall, that she began to think Spider had ulterior motives.

* * *

 _'Gotta keep Felicia out of danger.'_

That was the foremost thought on Peter's mind as he hopped through the broken storefront, to face whatever was trashing the place alone. Selfish of him, he knew, but if something happened to Felicia now... he didn't know how he could deal with that.

The interior of the store was a tangle of toppled shelves and broken merchandise. Shattered watermelons made a riot of green rind and red pulp, and apples of many hues lay across the floor, some still rolling a bit with leftover momentum. There was another crash from deeper inside, and Peter hopped up to stick to the ceiling, crawling toward the noise.

 _'Spider-sense!'_

Peter dropped from the ceiling, flipping in midair to crouch atop a shelf of salami as an ice machine sailed through the air where he was a moment ago. It scraped a furrow through the ceiling, then landed somewhere behind him with a crash.

"Hey! Chill!" He yelled at his assailant as bits of ice rained down around him to shatter with small pops on the tiled floor. "I'm not the bad guy!"

His attacker stared at him from down the aisle with tiny eyes almost hidden beneath a massive shelf of brow, his huge four-fingered hands clenching and unclenching.

 _'Big guy with a face that wouldn't look too out of place on Mount Rushmore. Well, if they decided to go with a new citrus-themed paintjob. Yup. That's the Thing, alright.'_

"What's going on in here?" Peter asked. "Which baddie are you after?"

The Thing didn't respond. Instead he turned, ripped a coin exchange machine off the wall, and flung it at Peter.

"Whoa!" Peter leapt to the side, and the coin exchange machine ripped through the shelf he was on, sending sticks of preserved meat products spinning like batons at a Macy's Thanksgiving Parade. "Take it easy, big guy!"

Growling wordlessly, the Thing charged him. Peter jumped aside again and the orange superhero crashed through the aisles like the proverbial bull in the china shop. What the heck was going on? Why was the Thing attacking him? He had to know Spidey was one of the good guys, right?

"Come on!" He dodged another charge, sticking onto the back wall. "Use your words!"

The Thing turned around. An aluminum shelf was bent and stuck around his shoulder. He ripped it off and threw it aside. Peter tensed, preparing to dodge another charge, but the Thing studied him with tiny blue eyes, the only parts of his body that were human.

 _'Am I getting through to him?'_

Those eyes... they were glassy, lifeless. Although they moved, tracking and seeing, they were devoid of intelligence, blank like a doll's eyes.

 _'There never was anyone here in the store the Thing was chasing, was there? He's the guy that trashed the place. But why? What's wrong with him? Are his mutations getting worse? Making him act mindless and aggressive, like me when I became the Man-Spider?'_

The Thing stepped forward, raising his fists in front of him in an unmistakably hostile posture.

"If I can't talk you down, I gotta take you down," Peter said, dropping off the wall. He sprayed webbing across the Thing's legs, gluing them to the floor... but the gargantuan hero simply stepped forward, ripping free of the webs.

"They don't make webbing like they used to..." Peter grumbled. "...Oh." A huge orange pillar of stony flesh swept toward Peter's head, faster than he would have expected from someone that size... but still not as fast his spider-speed. He slid to one side, twisted around the Thing's follow-up left hook, and squarely planted four knuckles in the bottom of the Thing's broad chin-

-and flinched back, shaking out his aching hand. He'd swung pretty hard, not giving it his all but close, figuring someone like the Thing could take a good hit. But all he'd accomplished was shifting his opponent's head maybe about an inch. "YOW! Whaddya have in that head of yours? Rocks?"

"Rawwwwwgggh!" The Thing complained. He seemed to be one of those people who didn't appreciate comedy at their expense. He brought his hands together above his head and down in an overhead swing. Peter leapt away and the Thing's fists pulverized a crater into the floor. The tremor from the blow knocked over shelves two aisles away.

Peter sprang backward toward one of the fallen shelves blindly, his eyes fixed on the Thing and counting on his spider-sense to find him a landing spot. His seeking fingers and toes found a hold-but instead of sticking, they skidded off to the sides. He went caroming off his intended perch like a giant red and blue tennis ball and smashed into another collapsed shelf.

 _'What in the...'_ His hands and feet were wet, and so was the side of his thigh where it lay against the floor. He rubbed his fingers together.

Cooking oil. He'd landed on a shelf of broken cooking oil containers. His ability to adhere to surfaces was useless. The Thing was advancing toward him, the grocery shaking with each thunderous footstep. Peter jumped to his feet, but the aisle was flooded with cooking oil half an inch deep, and his feet skidded again. He flailed, managed to keep his balance, flung out a hand, intending to web away to the ceiling-

-the Thing kicked at Peter with a huge foot, catching him squarely in the chest and sending him flying like he'd been shot out of a cannon. He smashed all the way through three shelves, and yelped as his momentum harshly stopped against a wall. He levered himself back up, coughing, the wind knocked out of him.

He looked up, too dazed to move. The Thing loomed over him, slab-like orange foot lifted, ready to smush him like a bug.

 _'Oh, this is gonna hurt.'_

A flash of black and white appeared in Peter's peripheral vision. Felicia soared in, kicking the Thing in the ribs with both feet. There was a loud crunch, and the Thing staggered, off balance on one leg, his arms windmilling. Felicia dropped daintily to the floor and swept out his leg from under him. The Thing fell heavily, shaking the grocery again.

"Spider," Felicia breathed. She sounding concerned, but as Peter got back up, trying to shake off his daze, she immediately started to tweak him in a crisp tone. "I thought I got everyone evacuated from the building, but here I see another hapless victim who needs my help."

"Look out!" Peter warned as the Thing rose again, an implacable tower of day-glo orange. He swung at them and they both backed away, Peter forced to stay on the ground by the oil still soaking his costume.

Peter found himself gawking a little as Felicia dashed forward and engaged the Thing with a flurry of blows, her mane of white hair flashing. _'She's stronger than me,'_ he realized again, not for the first time. His punch to the Thing's jaw had barely shifted the guy, but Felicia was actually managing to drive the man-mountain back. Her fists and feet hitting his body sounded like a jackhammer. The Thing staggered, holding up a hand before him to shield his face-but then suddenly bulled forward, landing a blow on Felicia's midsection.

"Oof!" Felicia said, flying through the air and crashing through the checkout counter, splitting it in two. The Thing advanced on her, but Peter leapt into action. He punched the Thing in the lower back, where a normal person's kidneys would be, kicked the back of his knee, every vulnerable spot on the Thing's back he could think of.

The Thing reeled, growling, swinging around and swiping at Peter with a massive hand. Peter ducked the blow, lashed out with a kick at the Thing's kneecap. The Thing sank to one knee, and behind him, Felicia ripped the cash register off the checkout counter, snapping the security chain and smashing the Thing across the back of the head with it.

The register exploded, sending coins scattering and paper bills fluttering. The Thing collapsed ponderously onto his face, then immediately started to push himself back up. Peter dove onto him, grabbing a massive arm and wrenching it behind the Thing's back. Felicia moved to help wrestle the orange superhero down.

"Calm down!" Peter yelled as the giant buckled, nearly dislodging them. "We're not your enemies!"

"Spider's right, we're on your side!" Felicia said. "Listen to him, uh..." she quickly glanced over at Peter. "What's his name?"

"The Thing!"

"His real name!" Felicia groaned as she struggled to hold on. "Heard it on TV before, can't remember... it's like a real fairytale-sounding name. Eric? Philip?"

"Ben Grimm!" Peter grunted. "Ben, listen to us!"

The Thing shuddered, his struggles weakening. "It's working," Felicia noted. "Ben, calm down, okay? Whatever's going on with you, we can get you some help!"

The Thing seemed to be responding, his thrashing slowing even more. Peter breathed a sigh of relief-

-and then the Thing's rocky body bucked violently beneath them. Peter was thrown free, his still-oily fingertips unable to hang on. He did a half flip and managed to land upright on his feet. The Thing reached across his back with his freed arm, surprisingly limber for a guy with such thick appendages. He grabbed a huge handful of Felicia's hair and swung her away. Felicia shrieked as she was pulled by her hair, her body inscribing an arc through the air and smashing hard into the broken checkout counter, completing its destruction. She twitched atop the rubble and lay still.

"Cat!" Peter yelled. He shot twin strings of webbing across the room, attaching them to Felicia's ankle. He tugged her limp body to him as the Thing's fist smashed through the counter a mere moment later.

"Ugh," Felicia groaned and opened her eyes, shifting her weight in his arms. Peter set her down and prepared for the Thing's next attack.

 _'Gotta keep him away from Felicia while she recovers...'_

But that attack never came. The Thing simply stood there. Felicia slowly got to her feet beside Peter, and they both watched as the Thing clutched at his head with one hand. Something human surfaced in his blue eyes for a moment-

-but only a moment. It was almost immediately replaced by the same blank look Peter had seen before. The Thing's hand jerked back down to his side, stiff as a cardboard cutout. His mouth opened. "Primary control disrupted," he said in a dull voice. "Engaging backup control. Recovery program activated."

""Eh?"" Peter and Felicia said as one.

The Thing turned, smashed through the wall, and was gone. A heartbeat later, Peter and Felicia followed him through the hole he'd made.

* * *

The Thing thundered down the alleyway behind the grocery store, Felicia and Peter in hot pursuit. Felicia's back ached where she'd hit the counter, but the pain was rapidly fading. Looked like the Super Soldier serum also gave her faster recovery time. The orange hulk was sprinting faster than Felicia thought he should be able to manage with legs like that... but who was she to talk? As it turned out, in a flat run she wasn't particularly quick. Peter was pulling ahead of her and gaining on the Thing.

 _'Much faster than normal people, but in this company...'_

Ahead of them, the Thing turned a corner, and Felicia heard a loud crash. She and Peter turned the corner to see that the Thing had smashed his way into another building, leaving behind a roughly humanoid-shaped hole in the brick wall.

Peter whistled upon seeing the hole, apparently impressed with the Thing's handiwork. "He's a big man. Oh yeah."

"Come on," Felicia said, peering into the building. It seemed to be a clothing store for plus-sized men. The Thing had left a swath of destruction in merchandise. Of the giant himself, there was no sign, and the store seemed strangely empty of shoppers for early afternoon on a Saturday.

 _'Must be closed on weekends or something.'_ Felicia herself worked pretty much seven days a week and found the prospect a little wasteful. She could understand the store being closed on Sunday, but Saturday should have been a perfectly fine day for business!

Still no sign of the Thing in the store. No more crashes, no loud footsteps, nothing. Felicia looked at Peter and gave him a little sideways tip of her head at the wall, signaling her intentions. Peter gave her a slight nod back. Together, they slipped into the building, the Thing's entry hole wide enough for both of them. They each spun as soon as they entered, turning back to back and checking the sides of the hole just in case the Thing was lying in wait for them-

-No dice. They were the only two people in the store.

"He's gotta be here somewhere," Felicia said, scanning the interior of the building. The Thing had cut a straight line across the sales floor, leaving a clear trail of toppled clothing stands and smashed shelves. In one corner a cluster of changing rooms had been obliterated, cheap composite wood shattered into shards. Somewhere outside she hear the wail of sirens: the police were finally on the job.

"Yeah, I wouldn't want him on my hide-and-seek team," Peter quipped. He went over to the ruins of the changing rooms. "Hey, Cat," he called. "Check this out."

Felicia took a look. The carpet was ripped away near the last changing room in the row, and flush in the floor was a dull grey metal hatch. It was completely out of place in the clothing store, more like the kind of thing she'd expect to see on a submarine... or a bank vault.

"Floor safe?" She asked, but as soon as the words left her lips she knew they were wrong. The hatch was WAY too big, nearly six feet across. There was a latch recessed into one side, the metal of the lever slightly bent, with no apparent locking mechanism.

Peter worked the latch, lifting the slab of metal up on silent, well-oiled hinges to reveal an empty square of darkness. "Panic room?" He said. "Or..." He clicked on his belt-mounted flashlight, shining a red beam of light down into the hole to reveal a bare concrete floor about twelve feet down, cracked with the indentation of a pair of enormous feet. "Emergency escape route. So that's where our big boy went."

Peter's flashlight beam was shaped like Spider-Man's mask, and Felicia turned aside to hide a smirk. He was so vain sometimes. "Come on," she said, dropping into the passage and landing in a crouch. A dark tunnel stretched out before her, and she immediately regretted her action. There could be anyone waiting there to attack her.

 _'Foolhardy move, har har,'_ she thought. But Peter immediately dropped down as well, lighting the tunnel and showing that it extended on beyond the range of his flashlight. She shrugged at him a little apologetically, then pointed down the tunnel. Peter nodded in agreement and together they set off into the blackness.

* * *

They walked on for several minutes. The tunnel was six feet wide, as wide as the passageway leading into it, and maybe ten feet tall, well large enough to accomodate the Thing's bulk. Felicia found the situation extremely odd. Had this escape tunnel been exacavated with the Thing in mind? It had to be, right? What else would someone need a secret tunnel this big for? The only other ideas she could come up with were to covertly transport smuggled pachyderms or to drive golf carts filled with drugs, and those were just silly.

 _'It's creepy down here... and cold, too...'_

The thought annoyed Felicia. What was she, all of a sudden, a little girl? She was the Black Cat, and the darkness was her element, just as it had been her father's. But the darkness in the tunnel was different from what she was used to. She liked the comforting darkness, the shadows that sheltered her from the eyes of her foes. Not this red-tinted spider mask-shaped murk she was currently stumbling through, where anything could be waiting for them up ahead.

A noise started up suddenly, a dull rumble in the distance. Felicia felt it as a throb in her feet, and she stopped, lightly balancing on her toes and ready for action. Peter paused as well, turning to her, and even though his face was masked, she got the impression he was looking at her in confusion. "What's wrong?" He asked.

"You hear that?" Felicia wondered if her enhanced hearing was that much more sensitive than Peter's spider-powers. Did his spider-powers even cover that? Did spiders have better hearing than humans?

"Yeah, the subway," Peter said nonchalantly. "We must be close to a tunnel."

"Oh..." Felicia felt a little foolish. "Right... Let's go."

Peter was still staring at her in that way. "It's just that it sounds different down here from on the elevated tracks," she said, a little defensively. "I've never actually been on the subway."

The wall-crawler flung out his hands toward her in wounded reproach. "Ya been livin' in New York for dis long, and ya never used da subway? Whattsamaddah wit' you?"

She smiled and put as much casual disdain into her voice as she could muster. "I have _drivers."_

Peter tsked. "Ya kids dese days..."

They set off again. But the banter had done its work and Felicia no longer found the darkness as oppressive as she had. _'Thanks, Peter.'_

A few more minutes, and without warning the tunnel floor before them opened into a pit. Peter got down on all fours and peered into it, his head hanging down over the edge. "Subway."

They dropped down into a slightly curving subway tunnel that was dimly lit by intermittant lights on the walls. Peter examined the ground, glanced both ways before shaking his head. "He must have come this way, unless we missed a secret door back there. But there's no telling which way he went."

Felicia was looking down at the ground. It was all loose gravel, the kind of thing that held no prints, even from someone as large and heavy as the Thing. "Splitting up's not a good idea. He beat both of us when we were going at him alone. If one of us runs into him and the other's nowhere around..."

"I dunno," Peter said, rubbing his fingers together absent-mindedly. "This environment's not bad for me. I got most of this oil off my gloves and I can stick to stuff again. I can use the walls and ceiling to my advantage. And I know I can dodge his attacks. But you're not so suited for fighting him. You're stronger than me but not fast enough to dodge him reliably, and if he can land a hit on you it's all over. Listen, Felicia... I... I'm not sure if it's safe for you to be down here..."

"Why, Mr. Parker!" Felicia was miffed. "If I didn't know better I'd say you were trying to get rid of me! What happened to 'partners,' like we agreed after that thing with Smythe?"

Peter didn't speak for a moment. "That was before I found out who you are beneath the mask."

Felicia sighed in disgust. So she was right earlier and he WAS being weird about it. Great. The last thing she wanted at this point was to be coddled. "I appreciate that you want to protect me, but I don't see that it makes a difference who I am." she said. "You can accept that the Black Cat can choose to risk her life, but not Felicia Hardy?. Why? Because one is a civilian? Should I be telling Peter Parker to stay away from the action then?"

"That's not..." Peter started, but then shook his head. "Alright, which way then?"

Felicia eyed him a little sourly. He clearly wasn't acquiesing because he thought she was right; more like he just wanted to put it off. And that was the correct course of action: they had more important things on their plate. But if he thought that by avoiding the topic it would just go away... "Eenie, meenie, miney, moe?" She suggested.

They picked a direction at random, but after walking for just a few minutes, they came to a place where two subway trackscame together in parallel, then forked off into separate tunnels. Four minutes after picking another direction at random from the three available, they came across another intersection and were forced to admit that they probably weren't going to find the Thing anytime soon.

* * *

It was late afternoon by the time they found their way back to the restaurant to collect their things. They were both dirty from the underground: as they'd wandered the subway tunnels two trains had passed them, blasting them with clouds of dust. Peter noted that there were yellow police barriers up and down the street, and several empty squad cars were parked in front of the grocery store as the cops took statements.

 _'Can't wait to get home and clean off my suit... Ah, the glamour of being a superhero...'_ The dirt of the tunnel had stuck to the oil soaked into his costume pants and turned into a soft, gross-feeling mud.

"Hurry up," Felicia muttered from his side where they were perched atop a building, waiting for the police to finish with a waitress so they could go get their stuff. Peter glanced at her. Her sleek black outfit had acquired a dusty patina, and her normally soft and fluffy-looking white hair had become a pale gray-except for one patch of yellow that appeared to be a blob of mustard. But her blue eyes were as bright as ever where they were framed by the black of her domino mask.

Looking at her eyes made him feel slightly foolish that he hadn't figured out her identity sooner. Despite her increased height and muscularity and her changed hair color, her eyes were still exactly the same. So was the shape of her face and lips; her mask didn't even hide that much of her features.

 _'And appearance aside, all the stuff with her father and the Kingpin? Felicia just happened to disappear for several weeks, and suddenly the Black Cat shows up in town? Two beautiful blue-eyed women with a connection to John Hardesky? Talk about coincidences! So how come I didn't see her as Felicia immediately?'_

 _'Because she doesn't ACT like Felicia at all,'_ he answered himself. Felicia was petite, delicate, regally flirtatious at times but mostly aloof, and above all, someone that he'd come to think of over the years, perhaps unfairly, as 'the victim,' given how he was constantly pulling her out of scrapes. The Black Cat, on the other hand, was tall, well-muscled, self-possessed and aggressive, and did her own fair share of saving his butt. The two people in his mind just didn't go together!

Felicia caught him checking her out and immediately went into sultry mode. "Like what you see?" She half-purred.

"Uh, yeah," Peter said truthfully. Despite the dust and wear, she looked weirdly good. "Was just wondering how I didn't see through the disguise..."

"90% of it's the hair," Felicia said lightly, sweeping a hand through her locks and discovering the mustard there when it stuck to her glove. She scraped the glob of condiment off against a cornice in disgust. "Ugh. Actually, that first time you saw me in costume I was a little afraid you WOULD see right through it. I wasn't sure what I'd do if that happened."

"Wasn't much chance of that. You're just so different from how you are normally... It's not just the looks. Your whole attitude and bearing is different."

"Is that so?" Felicia asked, sounding slightly pleased. "I suppose it's true. I FEEL different when I put on the mask. Like I'm free. Liberated. Isn't it strange? I'm putting on an article of clothing but it's almost like I'm shedding my skin and becoming... It's such a thrill. But you must know what I mean. You feel that way too, don't you, Spider?"

"Yeah," Peter agreed. That was how he'd felt when he'd first gotten his powers, although lately the fire had dimmed somewhat. "It's different when no one knows who you are and you have the power to do what you want."

Felicia didn't see to catch the brief glumness in his tone. "You know, you carry yourself differently in costume too. Your posture, the way you move, it's all different."

"Oh, you mean my _geriatric slouch?_ " Peter teased, remembering her words from last night.

"I was just having some fun," Felicia laughed. "No, it's more like you're... a lion or panther or something, you've got all this strength and energy all coiled up, but you're not tense. Indolent, maybe. Languid. Like you know that whatever comes your way, you can handle it. And when the time comes you just snap into action." She grinned at him, white teeth flashing. "I really like it. Always did."

Peter blinked. He'd never really thought of himself in those terms before. "Thanks. But the cat motif is your thing. Jumping spider's more like it."

Felicia snapped her fingers. "Hey, I just realized, that's why you always wear those baggy clothes as Peter! To hide your physique!" Her tone turned sultry again. "Naughty, selfish Spider, keeping all this to yourself..." Her hand flashed out playfully and gave his abs a quick caress.

 _'Yowza. "Liberated" is right. Felicia was never this forward.'_

Peter put his hand over Felicia's, and then he found himself kissing her. For a moment everything else fell away, the low chatter from the street below, the oily, gritty, slightly-used feel of his dirty costume, and even his worries. The only thing that mattered in the world was the warmth of her lips, her soft tongue...

But when the kiss was over, his troubled thoughts returned. This was _Felicia._ It shouldn't have made a difference; he'd been around the Black Cat enough to know she could handle herself. But somehow it still did.

"I really much prefer you in the tight pants," Felicia purred.

There was his out. Not that Peter minded being in her embrace, but... "Speaking of pants, I can't wait to get these off," he said, intentionally going for the innuendo. When Felicia smirked, he wagged his finger at her. "Not like that! I've got all this crud on me..." he swiped the finger down his leg, collecting oily greyish gunk-and Felicia released him, stepping back. Success. She always WAS the meticulously clean type. "At least it's not an alien parasite this time."

Felicia screwed up her face, unsure if he was joking. "Does that happen often?"

"More often than you'd think." Peter looked over the edge of the room. "Think they're done down there."

* * *

A few minutes later they were back on the street in their civilian clothes. Felicia was several inches shorter, pounds lighter, and her tresses were back to their normal pale gold, hiding the mustard... although they were still matted with dirt. She was scowling and looking into a tiny compact mirror, trying to fix her hair, but after a few futile attempts she snapped the compact shut and slipped it back into her purse. Peter ran his hands through his own hair, glad his own mask had kept it clean.

 _'Gracias, Senor Luchadores, for starting the tradition of masks that cover your entire head!'_

"So what now?" He asked as they headed back toward the car, half thinking out loud.

Felicia gave him a weird look. "Now we investigate. Figure out what the... he was doing in there and what was wrong with him. And who built that tunnel."

"Sorry, that's not what I meant." Peter opened the passanger-side door and Felicia got in with what had to be an exaggerated sweep of her leg. He got in the driver's seat. Her car, but he was driving. "I mean... what do we do now that we know about each other?"

"Huh? What do you mean 'what do we do?'" Felicia's tone took on that crisply acerbic quality it did whenever she was displeased. "Why, Mister Parker, it almost sounds like you're _unhappy_ we found out..."

"It's not that... It's..." Peter held the steering wheel in both hands, thinking, trying to sort through his doubts and inner demons. Felicia watched him in silence, waiting.

After a long time, he spoke again.

"Do you remember Mary Jane Watson?"

* * *

The room was full of complex machinery. Pipes. Computer terminals. A great glass tube, eight feet tall and six feet in diameter, dominated the chamber. One side of the tube had a metal attachment, and pipes from the machines ran into this attachment. Wires connected the machines to the terminals, which surrounded a swivel chair.

In the swivel chair sat a man. Or at least, the shape of a man, backlit by four lamps behind him, so none of his features could be seen. The silhouette of his head was strangely lumpy and misshapen, larger on one side than the other. He was reclining against the back of his seat, his hands steepled under his chin.

A section of the industrial-gray metal wall slid up with a whoosh. The head of the man-shape turned toward it.

Through the gap stepped a great towering hulk that looked as if he was composed of cracked yellow stone. Placid blue eyes peered out of the Thing's face, sweeping slowly across the room until they found the man-shape in the chair. Then they stopped. The wall sealed shut with a soft click behind him.

The man in the chair extended his left hand, pointing. The appendage was clad in a black suit sleeve, expensively tailored and cut in precise neat lines. The hand itself, however, was twisted and malformed, with three hooked fingers where there should have been five. The flesh was a sickly olive green, covered with thick sparse hairs, like the bristles of a pig.

"Into the tube," the man ordered. In counterpoint to his monstrous hand, he had a rich, sophisticated British accent. He pressed a key on one of his terminals, and a panel on tube large enough to admit the Thing hissed open. The rocky superhero stepped in without hesitation. The man keyed his terminal again, and the tube closed and immediately began to fill with a thick green fog. The words **Starting Sequence** appeared on a panel at the top of the tube.

The man-shape watched for a moment, then picked up a phone and dialed a number, holding the device in his deformed left hand and using his right hand, which was normal, to push the buttons.

The person on the other side picked up after one ring. "Yes?" said a deep male voice.

"He's back," the man in the chair said. "And in treatment."

"Good," the voice over the phone said. "And the programming worked as intended?"

"He started to rewrite the primary programming, as we predicted," the man-shape said, leaning forward to peer at the display of one of his terminals. The reflection of light from the terminal lit up his eyes. The left eye was rounded and huge, many times larger than his normal right eye, and bulged outward like a frog's. "But the secondary programming took over and initiated recovery."

"Excellent. When will he be ready for the next operation?"

"A few days. I must reinstall the primary programming. But... it appears he is developing a resistance to the treatments faster than our previous subject."

"How many more times can he be sent out while reliably under control?"

"Reliably? Two, perhaps three. No more."

"That will be more than enough," The voice over the phone said, sounding pleased. "Soon Reed will learn the folly of opposing the Kingpin!"

Chapter 2 End

* * *

 **A/N: It's been a while, hasn't it? Thanks to Chulaind for beta reading!**

 **Hope everyone enjoyed! Hopefully the next chapter won't take quite so long to come out... ._.**

 **Updates on my writing progress can be found at my profile.**


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